笛杨观察·上市并购|第五期·国资收购上市公司分析

Overview of Acquisitions of Listed Companies - The acquisition of listed companies primarily refers to activities related to the acquisition and changes in shareholding rights of listed companies, as defined by the "Measures for the Administration of the Acquisition of Listed Companies" [1] Types of Equity Changes - Simplified equity change occurs when an investor and its concerted actors hold 5% or more but less than 20% of a listed company's shares [2] - Detailed equity change occurs when the shareholding reaches 20% or more but does not exceed 30% [2] - An acquisition occurs when the shareholding exceeds 30% through various legal means [2] Common Acquisition Methods - Agreement Transfer: This method involves acquiring shares through an agreement, with a minimum acquisition ratio of 5% [6][8] - Secondary Market Acquisition: This involves purchasing shares through competitive trading or block trading on the stock exchange [9] - Tender Offer: Investors must issue a tender offer when they continue to increase their shareholding beyond 30% [3][12] - Subscription of New Shares: This method allows investors to acquire shares through a directed issuance, with specific pricing rules [17][19] - Indirect Acquisition: This involves gaining control over a listed company through its controlling shareholder without directly acquiring shares [22][23] Regulatory Framework and Principles - The regulatory framework for acquisitions includes various rules and principles that govern the process, including information disclosure requirements and restrictions on trading during the acquisition period [30][35] - Information disclosure is crucial, especially when the shareholding exceeds certain thresholds, triggering specific reporting obligations [36][44] Case Studies - Xiamen Jianfa's Acquisition: Acquired 23.95% of Meikailong's shares through an agreement transfer, gaining control of the company [7] - GQY Video's Indirect Acquisition: The controlling shareholder's stake was transferred, leading to a change in actual control without direct share acquisition [27] - MediTech's Acquisition by Mindray: Mindray announced a cash acquisition of 21.12% of MediTech's shares at a significant premium, aiming for industry synergy [53][54] Recent Trends in State-Owned Enterprises Acquisitions - A review of 43 recent acquisitions by state-owned enterprises from 2019 to 2023 shows various structures, including agreement transfers combined with voting rights delegation [28] - The trend indicates a preference for complex transaction structures to achieve control while navigating regulatory requirements [28]